ODA. Direct investment in joint venture (JV)/wholly owned subsidiary (WOS) abroad under automatic route To

Transcription

1 ODA Direct investment in joint venture (JV)/wholly owned subsidiary (WOS) abroad under automatic route To (Name and address of the For use by RBI only authorised dealer) Date of receipt : Inward No. Identification No. [All amounts in Foreign Currency (FC) and Indian Rupees (INR), should be in thousand only)] I. GENERAL Nature and category of the investment [Please tick ( ) the appropriate box] : A. Fresh Proposal B. Supplementary Proposal (i) Participation in JV abroad (a)(i) Enhancement of equity in existing JV/WOS abroad (ii) Contribution in WOS (ii) Grant/enhancement of loan in existing JV/WOS (iii) Full/partial takeover of (iii) Extension/enhancement of an existing foreign concern guarantee (iv) Acquisition of a company (iv) Others (Please specify) overseas through bidding or tender procedure ( Strike out whichever is not applicable) II. PARTICULARS OF INDIAN PARTY (a) Name and Address of the Indian party

2 (b) Date of incorporation (d) Name of the Industrial House/Group to which the Indian party belongs (e)(i) Existing line of activity of the Indian party (Please tick the appropriate box) Manufacturing Trading Financial Services Non-Financial Services Others (please specify) (f) Years of experience in the existing line of activity (g) Financial details for the last three years (c) Status* (ii) Brief particulars of the products manufactured/goods traded/services rendered (Amount in INR) Financial Domestic Foreign exchange Foreign Net profit/ Paid- Net worth Year Sales/ earnings from exchange (Loss) up ending turn- exports earnings capital over (excluding (other equity than exports to exports) existing JV/WOS) (1) (2) (3) (4) (5) (6) (7) *(a) Public Ltd. Company (1), (b) Private Limited Company (2), (c) Public Sector Undertaking (3), (d) Others (4) (Please specify) (h) Particulars of EEFC Account Account No. Balance as on Name of the Bank/Branch (i) Particulars of ADR/GDR funds raised (applicable only where the proposed investment is funded fully/partly out of ADR/GDR funds) (i) Date of issue (ii) Amount issued (iii) Issue Price (iv) Amount utilised so far (v) Out of (ii) above, amount utilised for overseas investments (vi) Balance available (Please indicate where the funds have been parked)

3 III. PARTICULARS OF THE FOREIGN PARTNER/CONCERN (a) Date of incorporation : (b) Address of the foreign partner/concern D D M M Y Y Y Y (c)years of experience in the proposed field of collaboration : (d) Financial details during the last three years : Accounting Sales/ Net fixed Net Paid-up Net Dividend ending turnover assets Profits/ Capital worth (%) (loss) (1) (2) (3) (4) (5) (6) (7) IV. PARTICULARS OF JV/WOS (i) Line of activity of the proposed JV/WOS (Please tick the appropriate box) (ii) Brief particulars of the products manufactured/goods traded/services rendered (a) Manufacturing (b) Trading (c) Financial Services (d) Non-financial services (e) Others (Please specify) (iii) Location (country) of the proposed JV/WOS : (iv) Time-frame for project implementation of the project : (v) Accounting year followed in host country : V. FINANCIAL PACKAGE (a) Estimated cost of the project - of which (i) Cost of capital equipment (ii) Cost of land (iii) Cost of civil works (iv) Cost of misc. fixed assets

4 (v) Preliminary & pre-operative expenses (vi) Contingencies (vii) Others (Please specify) Total* (b) Equity share capital of the JV/WOS (i) By the Indian % to total (ii) By Foreign % to total party equity collaborator equity *Where the investment is for partial/full take over of an existing foreign concern, the total cost of acquisition may be furnished. A certificate from a Chartered Accountant about reasonableness of the acquisition price should be enclosed. (c) Debt Finance (i) By the Indian Party (ii) By the Foreign Partner (iii) By banks/fis in India (iv) By banks/fis abroad Total Amount Period Rate of Interest TL* WC** TL WC TL WC *TL = Term Loan **WC = Working Capital [V (a) should tally with the sum of equity and term loan as given at (b) and (c) above (d) Guarantees/other contingent Amount Period Remittance liabilities towards invoked guarantee (i) By Indian Party (ii) By Foreign Partner (iii) By banks/fis in India (iv) By banks abroad VI. METHOD OF CONTRIBUTION BY INDIAN PARTY (i) Foreign exchange from the market (ii) Out of EEFC balances (iii) Out of ADR/GDR proceeds (iv) Capitalisation of export proceeds (v) Capitalisation of other dues (Please specify) Amount

5 VII. PROFITABILITY PROJECTIONS OF THE OVERSEAS JV/WOS (a) Gross sales/turnover (b) Net Profit (Loss) (c) Dividend (d) Net worth Years of operation Total VIII. PROJECTED REPATRIABLE ENTITLEMENTS, IF ANY (a) Dividend (b) Others (Please specify) TOTAL Years of operation Total IX. PROJECTED NON-EQUITY EXPORTS FOB Value Years of operation (Amount in INR) Total Declaration We hereby certify that (i) the information furnished above are true and correct, (ii) all the legal and other formalities in India and the host country for the above investment have been/will be complied with, (iii) the amount of investment by way of equity/loan and 50 per cent of the guarantee, either out of market purchase of foreign exchange or the balances held in the EEFC account, utilisation of ADR/GDR proceeds, capitalisation of exports/other entitlements is within the limit of US $ mn in a block of three years as per extant regulations, and (iv) no investigations by Directorate of Enforcement are pending against us, and (v) our name is not in the Exporters Caution List of the Reserve Bank.... Place :... (Signature of authorised official) Date :... Stamp/Seal Name :... Designation :...

6 List of enclosures : CERTIFICATE BY AUTHORISED DEALER Forwarded to Reserve Bank of India, Exchange Control Department,... Regional Office for information and necessary action. *It is certified that the remittances in the manner indicated at VI above towards overseas investment have been effected by us after obtaining/verifying the documents prescribed in terms of AD/MA Circular No.... dated /Foreign Exchange Management (Transfer and Issue of Foreign Security) Regulations, *It is certified that remittance towards claim under the invoked guarantee indicated at V(d) above have been made after satisfying that the guarantee has been invoked in accordance with the terms and conditions of its issue. *Where applicable.... Place : (Signature of authorised official) Date : Stamp/Seal Name :... Designation :... CERTIFICATE BY STATUTORY AUDITORS OF THE INDIAN PARTY It is certified that the terms and conditions contained in AD/MA Circular No.... dated/foreign Exchange Management (Transfer and Issue of Foreign Securities) Regulations, 2000 have been complied with by the Indian party in respect of the investment under report. In particular, it is further certified that-(i) overseas investment is in the core activity area of the Indian party, i.e., the activity which constitute at least 50 per cent of the turnover of the Indian party in the previous accounting year, (ii) the Indian party has earned net profit during the preceding three accounting years, (iii) the investment is not in real estate oriented or banking business, and (iv)* the amount of foreign exchange proposed to be purchased for remittance towards the investment together with remittances already made and exports and other dues capitalised for investment abroad during the current financial year under the Automatic Route is/will be within 25 per cent of the net worth of the Indian party as on the date of last audited balance sheet, (v)** that the Indian party has (a) a minimum networth of Rs. 15 crores; (b) has made net profits during preceding three years, (c) has fulfilled the prudential norms of capital adequacy as prescribed by the concerned regulatory authority; and (d) has been registered with the appropriate regulatory authority in India for conducting financial services activity and (vi)*** proceeds of ADR/GDR being used for the investment is within 50 per cent of the amount raised abroad by way of ADR/GDR issues. *Applicable if investment in part or full is funded out of purchase of foreign exchange from market and/or capitalisation of exports and other dues. **Applicable only in cases where the investment is in the financial services sector (e.g., insurance, mutual fund, asset management, etc.).

7 ***Applicable where investment is funded, in part or full, out of ADR/GDR proceeds.... Place : (Signature of Statutory Auditor) Date : Stamp/Seal Name :... Address :... INSTRUCTIONS FOR FILLING UP THE FORM ODA* (This part should be detached and retained by the Indian party) 1. This Form, in triplicate, should be submitted through authorised dealer at the time of making remittance. In all other cases of financial commitment not involving remittance, the Form in duplicate should be forwarded to the concerned Regional Office of the Reserve Bank within 30 days of making investments through the authorised dealer. 2. The Form should be complete in all respects and accompanied by (i) the prescribed certificate from the authorised dealer, (ii) certificate from the statutory auditors in the Format given in the Form, and (iii) certified copy of the resolution of the Board of Directors approving the investment. In respect of supplementary proposals involving additional equity, loan or guarantee, the particulars furnished in Form ODA submitted earlier in respect of the same JV/WOS need not be repeated; however, revised particulars, to the extent applicable, may only be indicated. 3. All amounts, both in FC and INR, should be rounded off to the nearest thousand and the same should be indicated after omitting 000 e.g., 10,499 and 10,500 should be shown as 10 and 11 respectively. 4. Where there are more than one Indian party making investment in the same JV/WOS overseas, Form ODA should be submitted by all the Indian parties jointly to one AD along with a certificate(s) from other ADs, if remittances are effected by the latter. 5. Wherever the initial investment in a JV/WOS has been made out of balances in the EEFC account/ ADR/GDR proceeds, subsequent investment in such JV/WOS should not be made unless the Indian party comply with the requirements applicable to investments under the Automatic Route. 6. In case where the Indian party is successful in the bid for overseas acquisitions for which it has already made remittance towards Earnest Money Deposit or issued bid bond guarantee, under a bidding or tender procedure, it should, while effecting the final remittance towards such acquisition, submit a report in this Form ODA to the authorised dealer for onward transmission to the concerned Regional Office of the Reserve Bank.

8 ODG Report on overseas acquisition made under the ADR/GDR Stock Swap Scheme For Office Use Date of Receipt: Approval No. : I. General (a) Name and address of the Indian Company : (b) Date of Incorporation : D D M M Y Y Y Y (c) Line(s) of activity (activities) : (d) Financial details of the Indian company for the last three years: (Rs. in crores) Financial Domestic Forex Forex Paid-up Net Networth year sales Exchange earnings capital Profit/ ended earnings (other (Loss) from exports than export of goods/ services) (1) (2) (3) (4) (5) (6) (7) II. Details of ADRs/GDRs issued on Stock Swap basis for the acquisition under report : (a) Number and Amount of ADRs/GDRs issued for the purpose (b) (i) Name of the stock exchange on which the ADRs/GDRs are Listed

9 (ii) Name of the Issue Manager (c) Number of underlying share of the Indian company for each ADR/GDR issue (d) (i) Acquisition price per share of the overseas (acquired) company (ii) Price of share recommended by the Investment Banker (e) Price of each underlying share and ADR/GDR of the Indian company (acquiring company) (f) Basis of valuation of price of the share of the Indian company (g) Share Exchange Ratio (Share price of the acquired company/share price of the acquiring company) III. Details of the foreign (acquired) company (a) Name and address of the company (b) Name(s) and address of the shareholders of the acquiring company offering the shares in exchange (c) Line(s) of activity (activities) of the company (d) Financial particulars of the company for the last 3 years (Amount in Foreign Currency/million) Accounting Name of Gross Net Profit/ Paid-up Networth year ended Foreign Sales/ (Loss) capital Currency Turnover (1) (2) (3) (4) (5) (6)

10 IV. Post-acquisition equity structure of Indian company (acquiring company) and foreign company (acquired company) (a) Indian Company (b) Foreign Company (% of non-resident holding to total (% of Indian holding to total equity) equity) Pre-acquisition Post-acquisition Pre-acquisition Post-acquisition V. Cumulative position of ADRs/GDRs issued for overseas acquisitions under the scheme (Amount in Foreign Currency/million) Sl. Date of Amount of Issue price Amount Name of Date of No. Issue Issue per outstand- the foreign report to ADR/GDR ing company RBI in form acquired ODG (1) (2) (3) (4) (5) (6) (7) VI. Any other information relevant to the acquisition under report Declaration It is certified that the information furnished above is true and correct. It is further certified that all the legal and other regulatory requirements in India and the host country of acquisition have been complied with. Place Date... (Signature of authorised official) Encls: Stamp & Name :... Seal Designation :... Instructions for filling up the Form (This may be detached and retained by the Indian company) 1. ODG Form complete in all respects should be submitted in triplicate to the Chief General Manager, Exchange Control Department, Reserve Bank of India, Central Office, Overseas Investment Division, Amar Building, Mumbai

11 2. The following documents should be enclosed to this Form : (A) A statement from the Statutory Auditors of the Indian company certifying that : (i) at least 80 per cent of the average turnover of the Indian company in the three previous financial years is from the specified activities/sectors (viz.,) IT and Entertainment Software Pharmaceuticals, Biotechnology and other sectors as may be notified from time to time) or the Indian party has an annual average export earnings of at least Rs. 100 crores in the three previous financial years from these activities/sectors; (ii) the issued amount of the ADRs/GDRs exchanged for acquiring shares of the overseas (acquired) company is within the limit specified in the Foreign Exchange Management. (Transfer or Issue of Foreign Security) Regulations, 2000; (iii) the ADRs and/or GDRs issued for the purpose of acquisitions are backed by underlying fresh equity shares of the Indian party; (iv) after the new ADR and/or GDR issue, the total holding in the Indian party by persons resident outside India in the expanded capital base does not exceed the sectoral cap prescribed under the relevant regulations for such investments in the activities in which the Indian party is engaged; and (v) where the shares of the foreign (acquired) company are not Listed in any stock exchange, its valuation for acquisition is in accordance with the recommendations of the Investment Banker or Where the shares of the foreign (acquired) company is Listed on a stock exchange abroad, the valuation of its shares is based on current market capitalisation of the acquired company arrived at on the basis of monthly average price on any stock exchange abroad for the 3 months preceding the month in which the acquisition is committed and over and above, the premium, if any, as recommended by the Investment Banker in its due diligence report. (B) Copy of the report together with due diligence report, if any, from an Investment Banker in support of the valuation as indicated at above. (C) Other relevant documents as submitted to the Stock Exchange/Regulatory Authorities in the host country of the company acquired.